This is a legal agreement (the “Agreement”) between you (either an individual or the Company of which you are a representative and referred to in this Agreement as “the Subscriber”, “you” or “your”) and sparesFinder Limited of 8 Waldegrave Road, Teddington, Middlesex, TW11 8GT, United Kingdom. This Agreement is in addition to but subordinate to any Master Service Licence Agreement between you and sparesFinder, and our Privacy and Security Statements, which are published on our web site.
BY LOGGING ON AS A USER OF THE SPARESFINDER SERVICE YOU AGREE TO BE BOUND BY THIS AGREEMENT WHICH SETS OUT THE TERMS AND CONDITIONS ON WHICH YOU MAY USE THE SPARESFINDER SERVICE.
YOU MAY NOT USE THE SPARESFINDER SERVICE UNLESS YOU AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU SHOULD NOT ATTEMPT TO GAIN ACCESS TO THE SECURE PART OF THE SITE. YOU SHOULD PROMPTLY NOTIFY SPARESFINDER THAT YOU NO LONGER WISH TO USE THE SERVICE AND RETURN TO SPARESFINDER THE UPLOAD SOFTWARE (IF IT HAS ALREADY BEEN INSTALLED AT YOUR PREMISES) AND DELETE ANY COPIES YOU MAY HAVE OF THE UPLOAD SOFTWARE.
1.0 Definitions and Interpretation
1.1 This section defines some key words used in this Agreement:
“Agreement” refers to the Subscriber Terms and Conditions.
“We”, “Us”, and “Our” refer to sparesFinder, at the address set out in the Agreement.
“Data” means computerised records of inventory, equipment and any other material.
“Licensed Material” shall mean any and all user, programmer and help desk material and documentation, in hard copy and electronic format, to assist you in the understanding, application, capability, maintenance or use of the Service which are delivered to you by us pursuant to and/or during the term of this Agreement, and any updates, upgrades, substitutions, replacements, enhancements, or modifications thereof.
“Intellectual Property Rights” means copyright and all other legal and beneficial intellectual and industrial property rights (including, without limitation, patent and trade secret rights) throughout the world and all know-how.
The “Service” means the set of web-based software systems provided by us. This encompasses, inter alia, (i) use of the Upload Software to transfer Data from your inventory systems to databases operated by us; and/or (ii) Data enhancement and categorisation processes; and/or (iii) the Virtual Pooled Inventory ™ service which makes your Data accessible to Subscribers as agreed with you from time to time and allows you to search your and other clients’ Data as permitted; and/or (iv) a Transaction Forum whereby you can initiate and manage transactions relating to uploaded Data; and/or (v) the Inventory Insight ™ service, a management reporting system whereby you can retrieve, manage and analyse your Data stored on the sparesFinder Web Site.
“sparesFinder web site” means the web site on which the Service may be accessed and used and which is accessible at URL www.sparesFinder.com.
“Subscriber” means any person who has registered with sparesFinder to use the Service.
“Upload Software” means the software which enables Subscribers to transfer Data on to the sparesFinder Web Site so that it may be accessed by other Subscribers.
1.2 References to clauses and sub-clauses are to clauses or sub-clauses of this Agreement, as amended in accordance with this Agreement.
1.3 The clause headings are for convenience only and shall not affect the interpretation of this Agreement.
1.4 References to any legislation are references to that legislation as amended, replaced or re-enacted from time to time and any subordinate legislation made under it.
1.5 Words implying the singular include the plural and vice versa and words implying a gender shall include every gender.
2.0 Commencement and Duration
2.1 This Agreement commences on the date you accept the terms and conditions it contains when you first log in to use the Service. The Agreement will continue in force unless and until it is terminated in accordance with the relevant clauses of the sparesFinder Master Service Licence Agreement.
2.2 Immediately on termination of this Agreement you shall return to us the Upload Software and either return or destroy any and all copies made in whole or in part of such Software and any documentation supplied with such Software and certify to us in writing that such destruction has been carried out.
3.0 User Name and Password
3.1 In order to enable you to access the sparesFinder web site, sparesFinder shall allocate a user name and individual password to you. You shall keep these secure and confidential at all times and shall be solely responsible for any transactions which take place under your user name and/or password.
3.2 sparesFinder reserves the right to change your password if it believes that it is no longer secure.
4.0 Links to Third-party sites
4.1 sparesFinder does not endorse any sites on the Internet which are linked through the Service. We are providing these links to you only as a matter of convenience, and in no event shall we be responsible for any content, products or other materials on or available from such sites.
5.0 Use of the Service and Upload Software
5.1 The Service and Upload Software are provided for the sole purpose of your identifying, managing, evaluating and buying on your own account the inventory, equipment and any other material publicised by means of the Service.
5.2 The Service and Upload Software are provided solely for your own use. You may not resell, distribute, or otherwise supply (or attempt to resell, distribute, or otherwise supply) the Service and Upload Software to any third party.
5.3 You may not provide access to the Service to any third party, use the Service on behalf of a third party, use any information obtained from the Service to provide database services to any third party or incorporate any such information in any database which is accessible to any third party. Similarly you may not distribute or use any information obtained from the Service for commercial purposes (other than as described in clause 5.1) without our written permission nor may you modify, copy, distribute, transmit, display, reproduce or publish any such information.
5.4 You shall not use the Service to buy, offer or sell parts, equipment or services in violation of any laws or regulations of any applicable jurisdictions including without limitation any export control laws and regulations.
5.5 You agree that you will not knowingly use the Service: (i) to upload or send any material which contains software viruses or other codes, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; or (ii) to send, receive, upload, download, use or reuse any material which is offensive, abusive, defamatory, obscene or menacing or a breach of copyright, trade mark, confidence, privacy or any other rights of any person; or (iii) in any manner which would interfere with or disrupt the Service or contravenes any instructions which we may give you in connection with the Service from time to time; or (iv) to send unsolicited or unauthorised email, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; or (v) to attempt to gain unauthorised access to the Service, other accounts, computer systems or networks connected to the Service, through password mining or any other means; or (vi) harass or interfere with another user’s use and enjoyment of the Service.
5.6 You agree that you will comply with all local rules regarding on line conduct and acceptable conduct.
6.0 Your supply of information
6.1 You grant us a limited, revocable, non-exclusive royalty-free licence for the duration of this Agreement to use, copy, reproduce, display and provide to Subscribers by means of the Service and the sparesFinder Web Site any and all information you supply by means of the Upload Software or otherwise in accordance with the access rules agreed from time to time with you.
6.2 You shall update the information you supply by means of the Upload Software as frequently as required to ensure that such information is accurate.
6.3 You represent and warrant to your knowledge that all the information you supply for inclusion on the sparesFinder Web Site is accurate and does not include any information the accessing of which would constitute a criminal offence or would be otherwise unlawful or which would infringe the rights of any person.
6.4 You represent and warrant to your knowledge that you will not supply for inclusion on the sparesFinder Web Site any information relating to: (i) any part or equipment that is defective, counterfeit or lacks any required governmental authorisation, approval, permit, licence or other official permission; or (ii) any service for the performance of which you lack any required governmental authorisation, approval, permit, licence or other official permission.
6.5 We shall have the right in our reasonable discretion and at any time to refuse to include in the Service or remove any or all information supplied by you by means of the Upload Software or otherwise that we reasonably determine is in violation of this Agreement, whereupon we shall immediately deliver notice of such refusal or removal to you and an explanation for such action.
6.6 We may use the information supplied by you to conduct statistical analysis and research into the Service. We may also pass the results of such analysis and research to other Subscribers and non-Subscribers provided that the information passed is of a generic nature and would not enable you to be identified by any person receiving such information.
7.0 Limitations of Our Liability
7.1 The sparesFinder Service enables Subscribers to advertise and sell inventory to other Subscribers and/or to locate and purchase inventory from other Subscribers. We are not involved in or in any way responsible for the actual transaction between buyers and sellers. You are solely responsible for evaluating any information made available by means of the Service and for negotiating and agreeing the terms of any transaction that you enter into with other Subscribers.
7.2 To the extent permitted by law, we shall have no liability to you in any circumstances for any loss arising under or in connection with this Agreement whether it arises from negligence, breach of contract or otherwise. In particular, but without limitation, we shall have no liability in relation to: (i) any indirect or consequential loss, such loss to include (without limitation) loss of profits, business, revenue, goodwill or anticipated savings, loss of use or value of any equipment or software, wasted management or other time, and loss resulting from the corruption or loss of Data; or (ii) the accuracy or timeliness of any information made available by means of the Service; or (iii) any adverse impact on or damage to your information systems or software caused by your use of the Service or the Upload Software.
7.3 You agree to indemnify and hold us harmless from and against any claim, action, suit, demand, loss, liability, damages, costs or expenses arising from or in connection with any third party claim or action arising out of or relating to any of the information which you supply for inclusion on the sparesFinder Web Site or which you obtain by means of the Service.
8.1 Copyright and all Intellectual Property Rights in any computer programs, documents or other material designed or prepared by us in our performance of the Assignment shall be and remain vested solely in us.
8.2 You agree not to decompile, modify or reverse-engineer the Upload Software, or copy any documentation supplied with the Upload Software, except to enable the interoperability of the Upload Software with your other software.
8.3 You agree to keep all source code of the Upload Software confidential. Further, you agree not to disclose the Service, Upload Software or Licensed Material to any third party, except to parties under contract to yourselves who have agreed to abide by the confidentiality restrictions set forth in this Agreement.
8.4 Your obligations of confidentiality and nondisclosure regarding the Service, Upload Software and Licensed Material shall survive the termination of this Agreement.
9.0 Governing Law
9.1 This Agreement shall be governed and construed in accordance with English law and both parties agree to submit any dispute arising in connection with this Agreement to the exclusive jurisdiction of the English courts, provided that nothing in this clause shall prevent us from seeking any remedy which may be available to us in any other jurisdiction. Both parties hereby consent to the exclusive jurisdiction of the courts of England and expressly waive any objections or defence based upon lack of personal jurisdiction or venue.
If you have any questions about the Agreement, the Privacy Statement, the practices of this web site, or your dealings with this web site, feel free to contact:
8 Waldegrave Road
11.0 Your Consent and Our Revisions
11.1 By using this web site, you consent to the collection and use of the information as described here. If we decide to make changes to this policy, we will post the changes on this page so that you always know what information we collect, how we use it, and when and how we disclose it.
12.0 Survival Period
12.1 The provisions of clauses 2.2, 5.2, 5.3, 7.1, 7.2, 7.2(i), 7.2(ii), 7.2(iii), 7.3, 8.1, 8.2, 8.3, 8.4, 9.1, 15.3 shall survive the termination of each Schedule A and of this Agreement.
8 Waldegrave Road
Registered in England and Wales
Company No. 2862348